Change is all the Rage
by Landwerda
Summary: The bar is tacky, and May is irritated. It all just goes downhill from there. Or, the AU where Hydra is still SHIELD, Fury isn't stupid, Maria actually has stuff to do, and May is not a backstabber.


**In a world where Hydra yet masquerades as SHIELD, Fury is in hiding, Maria is his most trusted agent, and May is a loyal woman. The question is, who is she loyal to?**

 **A story dedicated to May- who is one of the most kick-ass women in the Marvel universe, and Maria- who is also one of those women. I seriously want a high school AU, peeps, where Maria, Natasha, and Melinda _rule._**

 **PM if you know any!**

* * *

The day is cool, in Philadelphia.

It isn't quite spring yet, so it is excusable. What Melinda finds horrifying, though, is that the tiny café she'd been ordered to meet her agent at doesn't have any indoor seating. It is all outside, the small tables clustered around each other like lifeless metal penguins huddling for warmth.

She knows her lip curls in distaste, but there is really no excuse for the tastelessness of her colleague. She thought Phil would have learned something about coffee from her by now.

Walking into the establishment, she shudders again at the homely red bricks. They are tacky, at best, and here? In the suburbs, and surrounded by pudgy three-year olds with wearied mothers?

 _Hello eighties,_ she thinks disgustedly, absolutely refusing to touch the counter, _I think you should pay a_ visit _to this place._

Taking care not to show her disdain- she is, if nothing else, too aware of all the poison that can be hidden in tea- she orders, a simple breakfast: toast, fruit, and coffee. She doesn't know if she'll have an op, later today, but she's seen and experienced too many times when people gorge unhealthily before, and spend the entirety of the mission vomiting.

She has a reputation to uphold.

And Melinda might be any number of things, but at least she is _punctual._ Coulson used to be, before he left.

Funny, that. Her superiors are under the impression that he's dead, she thinks. That _Coulson_ is dead. The very idea is laughable, really. Coulson's more resilient than a cockroach, though he's slightly more likeable.

Slightly.

Really, Melinda should get around to telling Sitwell about Phil. It's just that she's busy, she _really_ is. Four days after he disappeared, she was sent on mission after mission- until nothing else existed.

The toast is crumbles, and she waves the napkin against the ground by her side. Almost before they're on the ground, pigeons- fat, greedy bullies that they are- are on it.

To her dying day, Melinda will deny the smile on her face.

"So," a voice says behind her, and it's all _wrong,_ not the grounded tone of Phil, but the pinched tones of a woman. Then, she says, "the great Melinda May likes pigeons. Who knew?"

Her words are dry, but there's a sting behind the tone that tells May this woman is displeased to be here. When she turns around, she sees a pretty young woman; in fact, were it not for the surreptitious bulge in her coat pocket and the steady stare, May would have already written her off for another ditzy civilian.

She's tall and slim, and her hands, wrapped around a coffee mug, are stained, very slightly, with gunshot residue.

Melinda is rather glad she has a gun on her.

"My friends," she responds simply. Then: "Where's Phil? Coulson?"

To clarify, obviously. Few enough people know of _Coulson._ Calling him Phil might just be the final nail in the coffin for the bird brains that are SHIELD's new trainees.

Except this woman just smiles- though, not really, her face just softens- and sinks into the wicker chair. "Coulson's fine. He was waylaid in Tahiti for a few weeks, and isn't back up to normal ops just yet."

"And am I a _normal op?"_

"As of twenty minutes ago," the woman says, face going all tight and stilted, like she's worried but trying hard not to be, "yes."

Melinda struggles not to lose her temper in front of civilians. Still, her hand clenches around the butter knife, and the woman must see it, but she doesn't tense, either. It's so… _irritating._

"According to who?"

"Fury."

And just like that, Melinda's entire world stutters to a halt. Her eyes go wide, lips go pale. She looks like she's been struck in the face too many times to _attempt_ getting back up. "He's dead."

"They want you to think a lot of people are dead," the woman says easily.

"Who's _they_?"

"A number of men and women," the woman murmurs, almost like it's a refrain. Then she looks up, and her eyes are the stuff of nightmares, haunted and hollow and empty. "They took my father from me, when I was seven. I was fifteen when Fury told me to suit up. Seventeen when I found out _why."_

She should ask why, she thinks. It's important. But the woman looks dangerous, like this.

And there are children.

So, Melinda says, "Anyone I know?"

"Oh, you'll know them," the woman says with that same hooded glance. Her smile is dangerous, ugly. "They aren't exactly _hiding."_

She doesn't know anything else to say. "I'm sorry."

The darkness fades, a little. "For what? I didn't mourn him. Never really knew him. But he didn't deserve to die, and I made sure they got what was coming to them. When nobody'll give you justice, you have to find it yourself."

Melinda just hums. She knows something about that. Her eyes take in the vivid blue of the sky, and she almost asks the woman her name.

"Any reason you wanted to meet?"

The woman reaches out, folds and refolds the crisp napkin into sharp creases. Her eyes are sharp and intelligent, as few are at SHIELD, nowadays.

"I'm sure you know why," she says quietly, utterly serious. "Nobody's ever called you blind, Agent May. You never signed up to become a soldier, that much I know. Tell me, when did you realize that those who asked questions _disappear?"_

"I haven't-" Melinda begins, but can't quite finish.

Memories, of Clint Barton and Rolanda Peterson and _fucking Phil Coulson_ runs through her mind. Her breath comes too short and too ragged; her world is reduced, from children's screams, to the woman's grim visage.

 _She looks like a survivor,_ Melinda thinks distantly, beyond even the roaring in her ears, _she looks like a_ leader.

"Coulson-"

"Is alright," she says evenly. There's no emotion in her eyes, but there's the faintest hint of sympathy.

 _She's used to this._

"And so is Barton," she continues briskly. "We save everyone we can, Agent May. We've done our best. But there comes a time when there are too few agents, and too much work. You're a good woman, from what I've heard, and you come with the best of recommendations. Phil Coulson and Nicholas Fury both admire you greatly."

"So… you're vigilantes," Melinda whispers.

Her lips quirk, and then she drains her coffee, releasing the napkin, which she's folded into a paper crane. It lands right next to the squawking pigeons, who tear it apart in seconds.

They both watch in silence, until she breaks it. "In the broadest sense of the term, yes. But we have a director and a deputy, so I suppose it would be better to call it a Mafia."

It's just enough for Melinda to smile- the equivalent of laughter from anyone else. "Why now?"

"As I said, too much work for too few people. We can't keep working like this, or else there will be screw-ups. Case in point, New York."

"I thought that was the Avengers," she says.

"Who do you think Hawkeye is?" The woman asks, and continues before Melinda can flip through her database. "Our strength is in that nobody knows who we are. SHIELD didn't know, and only now does it suspect. If it ever comes to find out… innocent men and women are at risk, Agent May."

 _Risk, was it, talking to me? I think so. She looks so… tense. Like the world rests on her shoulders._

"You said this began with…"

The woman quirks her lips again: a smile that is strangely not amused. "SHIELD began with Peggy Carter and the SSR, along with Howard Stark, almost seventy years ago. When they opened it, they didn't know that one of their founding members- a man named John Douglass- was part of the terrorist organization Hydra. It survived, and festered inside SHIELD for a long time."

"I suppose neither Carter nor Stark realized?"

"Not really," the woman says wryly. "Though Carter did suspect. She was just too old and too tired, though she did pass on her secrets to Fury before she retired. There's a full hour of conversation that's been edited and deleted so the memory of the memory of the _memory_ of the conversation's gone. Quite… treasonous, that stuff."

Melinda smiles, hard and venomous. "The pen is mightier than the sword."

She inclines her head regally. "Exactly. Words, in this case, but still symbolic. Anyways. Fury tried to cull Hydra, but it didn't work. Too many people with too many agendas. He called it off, and faked his death. Hydra bought it, and took over SHIELD. He picked me up a couple years ago, and the rest's history."

"You told me your story to get my sympathy," May says, quietly.

"You didn't need it," she murmurs, in disagreement. "But… yes. Fury did it, and it's _necessary."_

Melinda shifts. Grandiose goals of world domination and peace aside, there are holes to this story. "How many people died because Fury didn't protect them?"

"How many more would have died if Fury died, and took the resistance with him?" She asks, without heat. There's a practiced air to this, now, a rhetoric that's like a chant, a prayer. "Now, it's more self-sustaining, but still too small. We need more, and that's why I'm here."

"You can't simplify it to that!" Her words are a touch too forceful, and people glance over. She forces herself to relax. "He should have-"

The woman laughs, and for a moment, looks young. The lines carved into her face soften, into she toys with the handle of her mug just a little. Her eyes, though, are hard.

Out of the corner of her mouth, she hisses, "Smile. There are agents, coming this way."

"Not my first rodeo," Melinda replies, but she does force her features to relax.

The metal spoon in her hand twists, though, when she sees their faces. She might be too well-trained to show it in her face, but absolute rage courses through her veins for a split second.

She _trained_ these people.

Then Maria's talking, chattering about her daughter's first step a few weeks back, and had Melinda not _known,_ she would probably have believed her.

With them both sitting like this, smiling and laughing, they really do look like high school friends, though Melinda's too old by too many years to count. The woman looks like a girl, right then, impossibly young and carefree.

 _Like a swan._

"Thank you, Melinda," she says, rising to shake her hand. There's still a sunny smile on her face. "It was a wonderful lunch. Seriously, email me. We have to keep in contact!"

Melinda nods docilely. "Of course," she says. "How-"

But then she's caught up in a hug, and the woman, though she appears as awkward as Melinda feels, doesn't let go. "Make a decision," she orders coldly, a whisper like clouds passing over the sun.

Stepping back, everything about her is perfectly coordinated, and the sun is back once more. An act, Melinda thinks bitterly, for people who don't deserve it _at all._

"Have a good day."

"You too."

They pause at the front of the restaurant, but Melinda doesn't look back as she walks to her car. Her steps are measured and even; everything about her is _controlled._

In her pocket, her hand curls around the stiff paper card- shoved into her pocket when the woman hugged her- and when she seats herself, she opens it, and reads the strong, smooth print:

 _MARIA HILL_

 _AGENT OF SHIELD_

Melinda laughs, throaty and sharp, for what feels like the first time in ages. Fury wants her, does he?

She thinks she might just like this Maria Hill.

* * *

 **I might update this story. Might, as in not for sure. Sometime in the future; probably about Romanov and May meeting. Maybe even Clint and May. Not sure yet.**

 **Reviews inspire me!**


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